'CROSSROADS'

Comedy-drama. Starring Britney Spears. Directed by Tamra Davis. (PG-13. 105 minutes. At Bay Area theaters.) There's no point in pretending "Crossroads" is worse than it is. As pop- singing actresses go, Britney Spears is not an embarrassment (like Madonna) and not yet an actress (like Mandy Moore). And the movie is fascinating in its own strange way, not as entertainment but as a cultural document.

Go into any supermarket, and there's Britney, smiling from the cover of at least two magazines. Adults might forget her between TV commercials, but she has been, for years, whispering nonstop into preteen and pubescent ears. "Crossroads" is a chance to eavesdrop on what she's been saying.

She plays Lucy, a virginal high school valedictorian who loves to sing. Her father (Dan Aykroyd) wants her to become a doctor, but she's conflicted. She feels she's just not a doctor, and not yet a singer, either.

There has always been a disconnect between Spears' offstage and onstage personae. When not singing, she cultivates the image of a scantily clad but chaste young lady. But onstage she acts like every sailor's pal when the fleet's in.

At a pop concert, this disparity can work. Music blurs edges, elevates personality and pushes everything into the dimension of fantasy. But a movie makes everything literal. So in "Crossroads" we home in on a wholesome young thing, then see her bumping, grinding and groaning as though in a state of arousal. What is this about?

Lucy and two of her old friends hook up with a young man and drive cross- country to Hollywood. Their driver (Anson Mount) has a prison record for violating the Mann Act. So now he's taking three underage girls over multiple state lines. Give the man credit. He finds a crime he likes, and he sticks with it.

She appears in her underwear twice in the first 15 minutes and carts out her trademark zany look -- eyes crossed, tongue out. She sings "I Love Rock and Roll" in a karaoke bar and never stops giving us renditions of "I'm Not a Girl,

Not Yet a Woman," which is the worst kind of bad song. Bad and catchy.

In the end, "Crossroads" is a lot like Spears herself. It cultivates not the illusion of wholesomeness, since no one's buying it, but the pretense of it. Yet examine the movie's message, and it's pretty insidious. We see Britney taking off on a cross-country trip without her father's permission, hanging up on Dad when he tells her to come home, and sharing her bed with an ex-con, who looks as if he's 30. And the movie doesn't present this as naughty or even adventurous.

Rather, it presents this as the behavior of a nice girl who's a little on the nerdy, conservative side. If this is a nice girl, this is not good news, though not yet a disaster.

The members of the comedy troupe Broken Lizard are frat guys who've matured,

but only slightly. Their comedy "Super Troopers" is more sophisticated than, say, "American Pie 2," but they've still got the good sense to know you can't have a romp without a little raunch.

The dirty jokes provide the funniest moments in this oddly sweet comedy about jokester highway patrolmen. That's right, "Super Troopers" makes those officers in the mustaches and aviator shades -- the ones who pull you over and say, "Did you know how fast you were going?" as if you didn't -- into comic and even sympathetic characters.

Broken Lizard founder Jay Chandrasekhar, the movie's director, plays the lead patrolman with the reassuring comic presence of Ray Romano. He's the most levelheaded of the Vermont state troopers, who toy with stoned teenagers and play dumb word games to ease their boredom. What little plot exists concerns the troopers' rivalry with local police encroaching on their strip of highway.

The first part of the picture is so tame that you wonder about the "R" rating, with innocent tomfoolery like a rookie trooper being doused with whipped cream. Then the sexual high jinks begin. A running gag involves a German couple in a hot Porsche who show there's more than one way to be fast. There's also a bit about bestiality that's beautifully done -- and bestiality is hard to do well.

Mostly, "Super Troopers" is plain goofy. When a trooper joins a local policewoman on a drug case, he says, "We can be like Cagney and Lacey." When she points out that those were two women, he says, "OK, I'll be Lacey."

Brian Cox, the great Scottish actor, revels in the role of the chief, who knows when to reprimand his charges and when to join them in an old-fashioned, sirens-blaring drunk.

"Super Troopers" miscalculates with jokes about Afghanistan and the Taliban.

Since the movie played Sundance more than a year ago, the references obviously predate Sept. 11, which also means there was plenty of time to edit them out.

Peter Pan is still a Lost Boy. Captain Hook still wants his hide. And Wendy Darling is grown up with two kids of her own.

"Return to Never Land," the Walt Disney Pictures sequel to "Peter Pan," picks up the threads of the 1953 Disney animated feature -- based on the James M. Barrie classic -- and jumps forward to World War II, when Wendy and family are living through bombings, blackouts and evacuations.

Her son Daniel, roughly 5, is adorable and frisky. Daughter Jane, about 12, is a gloomy spoilsport who dismisses her mother's tales of Peter Pan and Tinker Bell as "childish nonsense." Only when she's kidnapped by Captain Hook and taken to Never Land does Jane learn the power of faith and enchantment.

This is pleasant, safe entertainment that ought to appeal to kids younger than 10, especially to girls, with its female-empowerment fantasy. It's got a good heart and a buoyant spirit, familiar characters and a nice message about keeping one's heart open to experience and magic.

Compared with such computer-animated features as "Toy Story," "Shrek" and "Monsters, Inc." however, "Return to Never Land" seems dated and ordinary. The standard for animation was raised significantly by those recent films from Pixar and Pacific Data Images, in technical terms but also in humor, hipness and character definition.

Going back to "Never Land," then, feels a bit like taking a ride in an old, bumpy Studebaker. The plot is predictable and formulaic, the colors muted, the music forgettable and the action pokey.

Since the focus is on skeptical Jane, the Peter character remains sketchy and undeveloped. Foppish Capt. Hook is played for laughs: crying "Cast off, you mangy dogs" with theatrical elan, then quivering like custard when a giant octopus occupies the deck of the Jolly Roger.

For children, there's something irresistible in seeing a stern authority figure like Hook exposed and humiliated. What better fun than ripping off the big man's pants, literally in this case, and subverting his silly facade of control and superiority?

Veteran voice actor Corey Burton doesn't have quite as much fun with the part as Hans Conreid did in the 1953 cartoon, or Australian actor Cyril Ritchard in the 1950s musical "Peter Pan" with Mary Martin. He doesn't quite pull off that absurd, campy pomposity.

But with so little else to distract us in "Return to Neverland," he's a blessing.

In "Scotland, Pa.," former actor and novice filmmaker Billy Morrissette transplants "Macbeth" to a 1970s burger joint populated by losers in their 30s who booze it up and race Camaros when not plotting coups.

It all sounds way too cute, and sometimes it is. The film works more as a concept than as a collection of funny lines, and some comic premises bomb outright, like the "three hippies" standing in for the three witches. But "Scotland, Pa." succeeds because of the cast's communal vibe of arrogant stupidity.

Pat McBeth, the counter girl at Duncan's restaurant, is the sharpest tack among the mouth breathers. She's played by Maura Tierney, Morrissette's wife and the fine TV actress from "ER" and "NewsRadio." Tierney has always been sexy in a sensible-shoes, matching-401(k) kind of way, but here she really lets loose. Her Lady Macbeth is a libidinous puppet master who prods her dullard fry cook husband, "Mac" (James LeGros), into murder so they can install a drive-through. Nobody said progress came without sacrifice.

When Mac gets passed over for the manager's job, his wife sees red, and the restaurant owner lands in the deep fryer. You probably have some idea of what happens next: The McBeths turn the restaurant into a gleaming fast-food palace,

but their respective psychoses and a detective named McDuff impede their rise to town pillars.

Christopher Walken, a master at genial evil, makes McDuff as inscrutable as Tierney's Pat is transparent. When the scheming Pat flirts with the lawman, he appears to respond shyly. It's hard to tell who's scamming whom, but the smart money's on McDuff.

LeGros slowly transforms his character from dunderhead to calculating killer, and he makes a good comic foil for Walken. As Mac's pal Banco, Kevin Corrigan wears his "ugly guy" glasses from "Walking and Talking" and reeks of squandered potential.

The picture gets an enormous boost from music by '70s working-class heroes like Bad Company and Three Dog Night. The songs evoke a very specific era -- after Vietnam and before disco -- and move along but never overwhelm the story.

Having a sensitive young football player intently listen to Janis Ian's "At Seventeen" near a poster from "Cabaret" says more than any dialogue ever could.

"The Town Is Quiet" is an audacious film, set in contemporary Marseille. Writer-director Robert Guediguian has created a strange mosaic of a plot, most of it surrounding a middle-aged woman with an unemployed alcoholic husband and a desperate junkie daughter.

There isn't the usual story. Rather there are incidents occurring over a small period of time to a handful of characters. Only later, perhaps, does one realize that these events have one point of similarity: They are emblematic of some fundamental decay at the heart of urban life. Something isn't rotten in Marseille. Everything is rotten in Marseille.

Ariane Ascaride plays Michele, who works every night in a fish market, only to come home to a miserable household, in which she has to listen to the bitter recriminations of her wastrel husband and care for her daughter's illegitimate infant. Anything bad that can happen in "The Town Is Quiet" happens. In one scene, Michele walks in to find the daughter (Julie-Marie Parmentier) turning tricks in the living room.

Michele is appalled, but as her daughter's dependence on heroin becomes more acute, and the need for money more desperate, she herself decides to try prostitution. At 300 francs a pop, she starts seeing a hapless cabdriver.

At times, Guediguian's film seems almost as if it's about to slide into utter absurdity. He keeps upping the stakes and piling on shocks until it borders on the ridiculous. Yet his strategy keeps him one step ahead of his audience throughout, and the shocks never quite seem gratuitous. Always, one gets the sense that this film is coming from some place real, and terrible.